Hundreds and Thousands
by soragrey
Summary: On a distant planet, the Doctor and Clara have a conversation.
1. Clara

**Author's note: Post-"The Name of the Doctor". Re-edited 9 July 2013**

* * *

Clara wasn't sure why the Doctor had decided to take her to the planet Mei-Ferella, although she strongly suspected that it was because the TARDIS wanted to go somewhere far from Trenzalore. When she pointed this out to him, he started babbling something about the Mei-Ferellians making the most delicious kind of bubble-and-squeak.

Even though it wasn't the bubble-and-squeak that she was used to, he assured her that she would still enjoy the confection. Somehow or other, they found themselves in what looked like a cosy tea room.

A cheery, purple-skinned, humanoid feline had shown them to a table, but left without taking their order. Clara let out a puff of annoyance, though she was interrupted when the waitress came back with two bowls of something that reminded Clara of tiny multicolored orbs. Accompanying that were two glasses of a frothy opalescent liquid.

"How did she know what we wanted?" Clara asked, gesturing to their table. "I mean, we haven't even ordered yet."

"Like I said earlier, the Mei-Ferellians are renowned for their bubble-and-squeak." he replied, beaming at the waitress. "Isn't that right, Risella?"

The Mei-Ferellian -Risella, Clara told herself- smiled back at the pair. "That is true. Ismene's in particular is universally famous."

"And this?" questioned Clara, holding up the glass. "What is it?"

Risella's responding smile became even wider. "Milk."

_Of course_. thought Clara, hearing herself make a noise between a laugh and a snort. She blushed.

But Risella didn't seem to notice her faux pas. "Enjoy your meal." Risella sauntered off, ready to seat her next customers.

Clara picked up one of the smooth, pearl-shaped pieces, gazing at it pensively. It felt cool in her hand, and seemed as fragile as glass. She was almost afraid that if she handled it too roughly, it would shatter into pieces.

She'd been a bit bemused when she had bitten into the first couple of pieces; they actually squeaked in her mouth, causing her to laugh.

She turned to the Doctor, grinning at him, but it faltered once she saw the dejected look on his face. If she didn't know better, she'd say he was feeling guilty about something. "Doctor?" she said.

"How much do you remember?" he asked, keeping his tone neutral.

She blinked. "Sorry?"

"You've lived thousands of lives all over time and space." he pointed out, leaving his own bowl of bubble-and-squeak untouched. "How much of it do you remember?"

Clara bit her lip, letting the question sink in. Although it had been a month, they still avoided bringing up the subject of her multiple lives. It was not something she wanted to think about, and was even more reluctant to discuss it.

Despite the Doctor's curiosity, he had chosen not to say anything, likely out of respect for her. And for that, she was grateful. But now the question hovered in the air, begging to be answered.

So she considered her options. She could lie, in order to protect him. Or she could tell the truth, which would be just as difficult. _Now or never, Clara._ "All of it." she confessed, not meeting his eyes.

"But how?" the Doctor countered, his brow wrinkled in confusion. "When I mentioned the Dalek Asylum and Victorian London before, you had no idea what I was talking about."

Clara let out an uncomfortable laugh. She'd been terrified of him that day. "That's true. And also false." Then she clarified: "I hadn't jumped into your time-stream yet; therefore, I didn't know about those past lives."

Comprehension soon dawned on the Doctor's face. "It was only _while_ we were in Trenzalore that you became aware of them." He regarded her with a thoughtful expression. "I suppose I unlocked the rest of your memories."

She shrugged, idly running a finger around the rim of her glass. "Yeah, I guess so." Without meaning to, she started talking about some of the lives she had lived, and the various aliases she used. She'd been flapper Clara Stanton; Nurse Clara Fairchild; lady-in-waiting Clara Hastings; and baker Oswin Driscoll, among others.

The Doctor appeared to be sadder with each new name she had revealed. That haunted, guilty look he was giving her was exactly what she had hoped to avoid. She struggled to keep her own emotions in cheque, unwilling to cause him (and her, she belatedly added) anymore pain.

"Do you regret it?" he asked softly, though she sensed the misery hidden in his tone. "Saving me all those times, I mean."

Clara frantically shook her head, unable to speak. How could he even think that? The Great Intelligence actively sought to _kill_ the Doctor in _all_ his regenerations. Had she not done what she did, many more people would've died with him.

This was a rather dismal thought, and to her absolute horror, she completely fell apart. All the tears she thought she had suppressed now escaped in torrents. Embarrassed, she hid her face in her hands.

"Oh, Clara..." Dimly, she heard the soft pitter-patter of feet, then felt a hand gently touch one of hers. She lowered her own hands and was taken aback. The Doctor was now sitting next to her, instead of across. He held a purple handkerchief, which he used to dab at her face.

This action elicited a weak chuckle from her. In her mind's eye, she saw her father doing the same thing.

The Doctor was murmuring something to her, but she couldn't make out any of the words. She wanted to tell him that she wasn't crying because of him. Rather, it was because of the onslaught of new memories she now had to cope with.

He had the same amount of memories, if not more, she reminded herself. For the first time, she understood _why_ he seemed so old. It was in his eyes. They had seen so much, knew too much. But he appeared to be okay, and she almost resented him for that.

"How," she gasped. She cleared her throat and tried again. "How have your memories not driven you insane by now?"

He gave her a wearied sigh, as if he were accustomed to answering this very question. "I try not to think about them." he admitted quietly. From anyone else, the words might have sounded tactless, even cruel. But they made perfect sense to her.

"Does it get any easier?" She meant to add _to keep the memories_, but she couldn't seem to find her voice.

But he appeared to know what she wanted to say, because a sympathetic smile graced his features. "It's day by day." He held up his glass, a solemn expression on his face. "A toast."

She mirrored him, raising her own glass. "To what?" she asked.

"Life."

* * *

**I'm thinking about writing this again, this time from The Doctor's viewpoint. Anyone interested? Let me know in your reviews.**


	2. The Doctor

**Author's note: This came out longer and angstier than I intended. Re-edited 9 July 2013.**

**P.S: The beginning of the Doctor's narrative takes place in the TARDIS.**

* * *

The Doctor wasn't sure _how_ they had ended up on Mei-Ferella again, though he knew that Sexy wanted to put as much distance between herself and Trenzalore. Not that he minded. The sooner they were away from that place, the better.

Clara must have realised this too, because she had said so out loud. She was right, of course, but he was too stubborn to actually admit that in front of her. So he said the first thing that popped in his mind.

"Bubble-and-squeak." he blurted out. "I could go for something sweet right now."

"Bubble-and-squeak." Clara echoed, sounding out the words as if she had never heard them before. "Doctor, I'm not sure you know what that is."

He airily waved off her comment. "Course I do. They're little spheres of sugar."

Clara raised her eyebrows, giving him a quizzical look. "Little spheres of sugar..." she repeated incredulously. "You must be mistaken. Bubble-and-squeak is fried cabbage and mashed potatoes."

Fried cabbage and mashed potatoes? "But-but-but," he sputtered. "why would anyone sweeten fried vegetables?" he asked, trying and failing to imagine how anyone could possibly eat something so revolting. His stomach churned at the mere thought of that touching his lips.

Clara shook her head, though he couldn't determine whether it was in amazement or frustration. "It's not supposed to be sweetened." A thoughtful look crossed her face. "Perhaps you're thinking of something else?"

_No,_ he wanted to say. He knew he was right because he definitely remembered eating something called bubble-and-squeak before. But Clara was so convinced he was wrong. Unless...of course! Both of them were thinking of two different things!

"It is called bubble-and-squeak." he said, grinning triumphantly. Clara opened her mouth to protest, but he held up a hand to silence her. "But I guess it's not the kind you lot are used to."

"Clearly." she dryly remarked.

"I think you'll still like it though." he said assuredly. "The Mei-Ferellians make excellent bubble-and-squeak."

Clara's eyes grew wide. "You mean, there's actually an alien version of this dish?"

"Why not?" he rhetorically answered. "And I know just the place." He smiled, holding his arm out to her. "Come along, Oswald."

* * *

"Here it is." he said, standing in front of a building resembling a little blue cottage. Next to the cottage was a wooden sign that read "Ismene's Tea Room."

Immediately he thought of a girl in a catsuit and a boy wearing a kilt. He had taken Zoe and Jamie here, shortly after defeating a Graske. Zoe had been the one who spotted the blue cottage, remarking that it was almost the same colour as the TARDIS. Jamie had laughed and joked that the tea room was bigger on the inside.

But that had felt like a lifetime ago. Even if the two of them had been able to remember him, they'd be long gone by now. _Don't think about them._ he told himself. _Jamie's not here. Neither is Zoe. They're gone and they're never coming back._

"-the right place?" Clara's half-finished question seemed to be coming at him as though from a great distance.

"Sorry?" he asked, attempting to focus his attention back on her.

"I asked if this was the right place." she repeated, shooting him a puzzled glance. She pointed at the wooden sign.

He took a second look at the building in front of him before affirming this to her. "Positive." he replied, confident. When they had gotten inside, they had been seated at a corner table by a young Mei-Ferellian called Risella.

Clara looked around the table, probably wondering where the menu was, but Risella had walked off before she even opened her mouth. Clara let out a puff of annoyance in response. "But we haven't even-" she protested. She was interrupted by Risella's arrival, who was setting down two bowls of bubble-and-squeak in front of them. Next to that were two glasses of milk.

A look of confusion showed up on her face. "How did she know what we wanted?" she asked, gesturing to their table. "I mean, we haven't even ordered yet."

"Like I said, the Mei-Ferellians are renowned for their bubble-and-squeak." He threw a big grin at the purple feline waitress. "Isn't that right, Risella?"

Risella nodded, smiling back at the pair. "That is true. Ismene's in particular is universally famous." she said, though she directed this more at Clara than at him.

"And this?" questioned Clara, holding up the glass. "What is it?"

Risella's responding smile grew even wider. "Milk." she said, winking at the Doctor, nearly causing him to shoot milk out of his nose.

Clara nodded as though this made sense to her. A sound halfway between a giggle and a snort escaped from her mouth. She flushed crimson, keeping her eyes on Risella.

Risella, for her part, pretended not to notice the blunder and smiled indulgently at them. "Enjoy your meal." He watched as she enthusiastically began seating her next customers.

Clara had picked up one of the little spheres, inspecting it in her hand. Her face was screwed up in concentration, staring at the alien sweet as if it was going to bite her, instead of the other way around.

He lifted a piece from his own bowl and popped it in his mouth, silently reassuring her that it was harmless. Loud squeaks emitted from his mouth, wherever his teeth had pierced it. She tilted her head, hesitatingly taking a tiny nibble. She gave a bemused laugh before moving on to a second, then third piece.

An image of Zoe doing the same thing crystalised in his mind, engaging in a friendly competition with Jamie over whose bubble-and-squeak was louder. He shook his head to disperse the memory, letting out an unhappy sigh.

"Doctor?" Clara asked, concerned.

He regarded the girl sitting across from him. She had always been a mystery, his Impossible Girl. The only one worth solving, as he had told her once. She was human, yet he had met her twice before. Seen her die twice before. And she had been unaware of those deaths. How could he not find out who she was?

It wasn't until Trenzalore that he had found the answer. Until he saw her leap into his time-stream, hot on the heels of the Great Intelligence. She had done that in order to save his lives. His lives, in exchange for her own. What neither of them had counted on was the consequences of such a reckless move.

"How much do you remember?" he asked, the words slipping out before he could stop himself.

"Sorry?"

"You've lived thousands of lives all over time and space." he pointed out. "How much of it do you remember?" Although it had been a month, they had never talked about what happened. Despite his curiosity, he had never tried bringing it up until now.

She remained silent, and he wondered if she was gonna say anything at all. He was about to tell her that if she needed more time, he'd be more than happy to give it to her. But before he could open his mouth, she nodded once, a resigned look on her face.

"All of it." she confessed quietly, not meeting his eyes.

_All__ of it? She remembered __every single life?_ To say that he was flabbergasted would be an understatement. But if that were true, then why didn't she recall meeting him before? "But how?" he asked, wrinkling his brow. "When I mentioned the Dalek Asylum and Victorian London before, you had no idea what I was talking about."

Clara let out an uncomfortable laugh. He remembered how terrified she had been that day, nearly backing into a chasm in order to get away from him. "That's true. And also false." He gave her a blank look, waiting for her to explain more. "I hadn't jumped into your time-stream yet; therefore, I was unaware of those past lives." she added.

Now he understood. The reason why he had met those two Claras before was because this Clara had leapt into his time-stream in the future. "It was only _while_ we were in Trenzalore that you became aware of them." A sad, distant smile tugged on the corners of his lips. "I suppose I unlocked the rest of your memories."

She shrugged, idly running a finger around the rim of her glass. "I guess so." She then began talking about four of the lives she lived, as well as the various aliases she had employed. The Doctor took note that she had used her real first name in three of them, possibly as an anchor to her identity. Only once did she use Oswin, though her surname had been Driscoll instead of Oswald.

He had never wanted this. He had never wanted Clara to die for him. Especially several times over. After he lost the Ponds, he swore he'd never lose anyone else. Then he met his Impossible Girl and stolen her away. He tried to protect her as best he could, but it wasn't enough in the end. He had instead ruined her, like he had done with so many others.

"Do you regret it? he asked softly, though his voice sounded heavy to his ears. "Saving me all those times, I mean?"

Clara frantically shook her head, unable to speak. She seemed appalled by his words and before he knew it, she had burst into tears. Her face was hidden in her hands, in a vain attempt to muffle the sound.

His hearts broke at the sight in front of him. "Oh, Clara." he whispered, rising from his seat and placing his chair next to hers. He searched his pockets, eventually finding a purple handkerchief. Very gently, he placed a hand on top of hers. She lowered her own, startled by the distance between them. He held up the handkerchief, which he used to dab at her face. This simple action somewhat calmed her down, because she let out a weak chuckle.

"Oh, Clara. Soufflé Girl. Impossible Girl." he murmured, holding her close. "Human beings aren't supposed to have so many memories, or live so many lifetimes at once."

She pulled away from him, her wide brown eyes boring into his own. "How," she gasped. She cleared her throat and tried again. "How have your memories not driven you insane by now?"

He gave a wearied sigh. "I try not to think about them." he admitted quietly. If he had said that to anyone else, they might have found his words tactless, if not cruel. But he knew Clara would understand.

"Does it get any easier?" She opened her mouth to say something else, but whatever it was, she couldn't seem to put it into words. He read the unspoken thought in her eyes and provided a sympathetic smile.

"It's day to day." He held up his glass. "A toast." he said.

She raised her eyebrows, but picked up her glass anyway. "To what?" she asked.

"Life." he replied simply.


End file.
